S01E15 "The Dire Duo"

Characters: Peter Parker/Spider-Man; Miles Morales; Max Modell; Aunt May; Dr. Otto Octavius; The Shocker; Gwen Stacy; Anya Corazon.

Teaser
Night: SPIDER-MAN watches from on high as a team of hi-tech burglars tackles a jewelry store. After getting his camera-drone set up, he swoops in and acrobatically takes them all out while quipping, ending in a heroic pose for the camera over the pile of unconscious thieves.

Dissolve to Horizon, the next day, where Peter is editing the drone footage on his school computer while talking to the envious MILES MORALES about how he's selling the stuff to the Daily Bugle to help finance his tuition. MAX MODELL enters, listens, and asks Peter about the footage and how he's getting it. When Peter points to the camera-drone, Modell examines it and confirms with Peter that it is Horizon property. Modell—firmly, but more in sorrow than in anger—tells Peter that he can't use school property for self-enrichment. When Peter protests that that's how he's paying for his tuition, Modell tells him he'll have to find another way, and exits with the drone.

Act I
At home, Peter informs AUNT MAY that he won't be able to take any more footage for the Bugle on account of Horizon confiscating his camera; she rather primly informs him that she never much liked the way he was getting the money—the work was too dangerous. When Peter points out that the money was covering most of his tuition bill, she tells him that she'll figure out some way of covering the shortfall.

Cut to an exurban industrial park, where DR. OCTOPUS and ALISTAIR SMYTHE (in his SHOCKER costume) are studying the AccuTech factory that's protected by a wall bristling with razor wire and other defenses. Alistair asks if it wouldn't be easier just to buy the computer; Octavius admits it would, but the League of Super-Scientists hasn't got the cash; Alistair asks if they can just call it "the two of us" as they are the only two members of the League. Octavius only replies that the League will return after nightfall to "requisition" the equipment. After completing this commission, he tells Alistair, the League will be able to buy anything it needs in the future.

Night comes, and Peter sneaks out of the attic window and webs his way toward downtown. When his phone rings, he answers, and stammers to Aunt May that he's on his way into the city to talk to J. Jonah Jameson about getting an advance that will allow him to buy a camera-drone of his own; when she asks how he's getting into the city, he hops onto the roof of a passing bus so he can truthfully tell her "by bus." Then a distant explosion catches his attention.

At AccuTech, Dr. Octopus and Shocker are frantically trying to beat back—and then escape—the security robots that are swarming them; alarms shriek and searchlights glare. Spider-Man comes onto the scene, and watches with some incredulity—"Is that Otto Octavius trying to break into one of Tony Stark's companies?"—before webbing his cell phone to a tree and adjusting it to film the resulting scene. He dives into the fight, during which he and Otto exchange words: Otto claims it's all a "misunderstanding" and identifies himself and Shocker (who prefers to try blasting Spider-Man) as the "League of Super-Scientists"; Spider-Man tartly retorts that they look more like "The Dire Duo" to him. Otto finally calls a retreat, and he and Shocker slip away after Shocker catches Spider-Man in a direct hit; Spidey himself barely escapes the pursuing security forces. He rescues his cell phone with the hope that it has captured enough footage for Jameson.

Cut to Horizon where a disconsolate Peter reviews the blurry blobs recorded by his phone. Modell enters his office to tell him that his aunt wants him to pick up some milk on the way home; when Peter asks why she called him (Modell) with the request, Modell says that she had called him up about something else, and just used him to pass on the message. When Peter asks what she wanted to talk to him (Modell) about, Modell hesitates, then says "Let's just say she was asking me for a character reference."

At home, Peter drops off his backpack, then goes down into the kitchen with a proposition for Aunt May: Instead of her paying for next month's tuition, he suggests, she should give him the money to buy a camera-drone, which he can use to pay her back and continue paying tuition. She smiles and tells him the probably she will be able to afford both, as she's just rented out the spare bedroom down the hall from him. She gestures him into the living room to meet "our new tenant." Peter is shocked to see it is a beaming Dr. Otto Octavius.

Act II
Peter pulls Aunt May aside and hisses that she can't rent a room to Dr. Octavius; when she asks why not, he can only lamely tell her that it'll be "weird" on account of he is one of his (Peter's) former teachers. She tells him that's why Dr. Octavius came to her: because he thought so much of Peter. And, she adds, he has promised to help tutor Peter with his schoolwork. Upstairs, Peter watches, and gives Ock a rictus-like grin, as Octavius moves his things into the spare bedroom.

The next morning Otto drops Peter off at Horizon, wishing him a cheery "Good studying!" Peter is mortified as Miles, GWEN STACY, and ANYA CORAZON surround him to ask why Otto was giving him a ride; Peter briefly explains. Gwen is enthusiastic on Peter's behalf; Peter pulls Miles aside, saying he wants to talk.

In the car, Otto calls Alistair, who whines that his father is driving him crazy and asks if he can move in with Otto at Parker's house. Otto tells him not to be silly: Alistair has a perfectly good hideout at his father's house, while he (Otto) has had to improvise a place to hide. He ends the call by saying that he'll meet with Alistair to pick up the "plans."

In the Horizon lab, Peter thanks Miles for fetching him some equipment as he sorts through the box; when Miles asks what he needs it for, Peter says it's to spy on Otto. A shocked Miles asks what for; Peter says Otto is "up to something," and references the break-in at AccuTech; Miles asks why he thinks Otto had something to do with that, since the news said nothing about the perps; Peter has to stammer that it's just a "gut feeling" and that it's worth spying on Otto anyway just because it gives him a really weird feeling have Octavius at the house with him and his aunt. Miles mulls this, then agrees that it would definitely be weird.

At home, Peter scuttles up the outside wall with his box and backpack, pausing to peer into the window of Otto's bedroom; the super-scientist is at work on something, he notices, before going into the attic. He is unpacking when his phone rings: it's Aunt May, and when he tells her where she is, she comes up into the attic to join him. She tells him he mustn't hide out from their tenant, that Dr. Octavius is a sweet and charming man ... oh, and his friend Gwen will be joining them all for dinner.

Dinnertime is pleasant for everyone but Peter, who sullenly hangs his head and glares as Otto and Gwen dominate the conversation by talking about the space telescope that Cordco is planning to put in orbit with a rocket launch in a few weeks—a project that Horizon is helping with. Peter only jumps in when Aunt May nudges him under the table, to ask what everyone thinks of the attempted robbery at AccuTech. Otto airily declares that he doesn't pay any attention to such things, then smoothly (with six arms) begins clearing the table while praising Aunt May for the dinner. Peter pulls Gwen aside and asks if she can keep Otto distracted for a bit, saying that there's some stuff he wants to do upstairs without Otto getting in the way; Gwen is suspicious, but agrees. After she is gone, Peter sneaks some electronic bugs into Otto's room, planting them about; he jump out the window and cling to the wall when Otto and Gwen unexpectedly return, and he eavesdrops briefly as Otto tells Gwen that he resolved to form the League of Super-Scientists after learning in the hospital about the life-threatening condition of the son of a business magnate. "At that moment," he declares, "I resolved to use my gifts to help such unfortunate souls as him." Peter tries not to throw up, then scampers across into his own window. He's barely inside when Gwen barges in with a piece of her mind, telling him that he needs to treat Otto with more kindness and courtesy: "He's a really good guy, Peter!" and Peter has to scramble to muffle his phone when Otto's voice starts emanating from it. But after she is gone, he takes it out and begins listening to Otto as he talks to Alistair Smythe. The one-sided conversation is cryptic as Otto says that they'll pay a visit to "Circuits Maximus" and comments that yes, it's a stupid name for a technology company but they're the only company other than AccuTech that might have the circuit board. Cut to Otto's bedroom, who frowns at an electronic feedback and starts peering around. He tracks the intermittent noise to the underside of his bed, and pulls out one of the bugs that Peter planted. He glowers.

Cut back to Peter, who jumps when his door bangs open and Otto strides in: "Parker," he snarls, "I've got a question for you, and you better give me a straight answer."

Act III
Peter can only stare in horror as Otto shows him one of the bugs he planted and asks, "Is this yours?" But Otto continues when Peter doesn't answer: "I hope it is, because it's a brilliant design, and it's convinced me that I want you on my team." Peter sinks into his chair and listens all agog as Octavius tells him what is on his mind: He is willing to overlook the "flagrant violation of my privacy" because it shows that Peter has "spunk and gumption"; and although he doesn't like to throw around praise, he was very impressed with Peter's technical work at Horizon. Both those qualities—intelligence and spunk—are what he wants for members of his "League of Super-Scientists," and so he wants Peter to join it.

Peter can only stammer when Otto is done, and at first says "I'll think about it," before correcting himself to say that he thinks that he won't be able to: His aunt wants him in school, and he doesn't think he can belong to this League and also go to school. Otto retorts that he can give Peter a much better education; Peter parries by asking if Otto can also give him a "diploma": "People ask about diplomas when you ask them for a job." Otto abruptly gives up with a shrug, but at the doorway wags his finger at Peter, warning him that "I plan to keep on pestering you, Parker."

At school the next day, Anya asks Gwen if she helped Otto work on his octo-rig, and if she has any copies of the design specs still. Gwen says she does and starts rummaging for them, then stops to pointedly ask Anya why she's interested. Then, behind Anya, she sees Peter peeping around the corner. Gwen storms over to him to demand why he wants the specs on Otto's arms, and why he sent Anya to ask her for them. Peter admits he wants the specs, but says it's because Otto is wearing a dangerous piece of gear inside the house where his aunt lives, and he wants to know how the arms work in case there's a malfunction. Gwen is still suspicious, but she says she'll give him the specs. Anya tells Peter, "You told me you wanted the specs because you don't trust Dr. Octavius". Miles, who has been listening chimes in with, "You told me you thought he was committing robberies around town." Peter replies, "I've got lots of reasons to keep an eye on that guy," and snatches the specs away when Gwen returns with them.

That night, on a rooftop overlooking Circuits Maximus, Spider-Man studies a readout on his gauntlet and remarks to himself that it would be a lot easier if he had proof that the Doc staged the attack on AccuTech; or that he could at least tell his friends why he thought Doc was up to no good. But at least the specs from Gwen have given him the radio frequency that Ock's arms use, and so he'll be able to track Ock even if he doesn't stage a robbery at Maximus. In fact, he notes after widening the search, he's picked up the signal on the other side of town, and he webs away.

The signal leads him to Oscorp, which worries Spidey, and he approaches the building cautiously. He circles the face of it, and determines that the signal is coming from inside. Taking his life in his hands, he enters the building, which sets off the alarms, and he is swarmed by octo-bots; too late, he now realizes, he was following a signal sent by Otto's security system, not the scientist himself. He scampers off. Once safely away, he follows the sound of police sirens back to Maximus, where he finds the building lit up and surrounded by cops. He crashes through an upper window of the facility and darts in.

Down on a workshop floor he finds Ock and Shocker, cornered and arguing as searchlights blaze through the windows the police bark orders for the robbers to come out. Spidey attacks them, first with webs, then directly when Ock tears the webbing away; during the fight, Shocker's vibrations smash most of the machinery and threaten to bring the walls and roof down. Ock catches Spidey in his arms, and when Spidey asks if he's going to be used as a hostage, Ock retorts that he's going to use him as a diversion, then hurls him outside through a window. Searchlights focus on Spidey; police aim at him. He jumps away, dodging bullets as he darts back inside Maximus, but the interior is now empty. The police charge in, and Spidey has to stop and save them as the roof starts to come down. After making sure everyone is safe, Spidey exits, but Ock and Shocker are nowhere in sight. He returns home, and finds Aunt May, alone, reading quietly.

The next morning, as Peter is dressing, he hears voices, and runs downstairs to find Otto and his bags at the front door; the doctor with a flourish is thanking Aunt May for her kindness, and insists that she keep the three month's rent he had paid in advance. "Ah, Parker!" he exclaims when he sees Peter, and hands him a large box. "I picked this up for you last night. I went on a little shopping spree." A dazed Peter opens it up, and a camera-drone levitates out of it and begins snapping pictures. Aunt May chides Peter into thanking Dr. Octavius, who returns Peter's mumble-mouthed thanks with a bow. As he turns to leave, he tells Peter: "Remember. I promised that I'd be pestering you." Peter, grimly, mutters back, "Back at you, Doc."

Commentary: ""The Dire Duo"" 

Next: "S01E16 "The Terrible Three""